Common use of Right to Require Repurchase Clause in Contracts

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 603) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:

Right to Require Repurchase. In the event that If a Change in of Control (as hereinafter defined) shall occuroccurs, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 60211.02, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), on pursuant to a Change of Control Offer. In the date Change of Control Offer, the Company shall offer (the a "Repurchase DateChange of Control Offer") that is 45 days after the date of the Company Notice (as defined in Section 603) at a purchase price payment equal to 100% of the aggregate principal amount of the Notes to be repurchased plus interest accrued to, to but excluding, excluding the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such dischargeterms. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 60211.02, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding outstanding after such repurchase is equal to $1,000 or an integral multiples multiple of $1,000 in excess thereof1,000), on the date (the "Repurchase Date") that is 45 30 days after the date of the Company Notice (as defined in Section 60316.2) for cash at a purchase price equal to 100% of the principal amount of (the Notes to be repurchased "Repurchase Price") plus interest accrued and unpaid to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to Date. If the Repurchase Date is between a record date for an interest payment date and such interest payment date, then the interest payable on such interest payment date shall be payable paid to the Holders Holder of such Notes, or one or more Predecessor Notes, registered as such Record on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to Note on such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Priceinterest payment date. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof)1,000, on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 60314.2) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of together in each case with accrued interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the IndentureDate. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the IndentureFour, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash orpaid, subject to the fulfillment by the Company of the conditions set forth Section 602below, by delivery of shares of Common Stock having a fair market value equal Stock. However, the failure of the Company to pay the Repurchase PricePrice on the Repurchase Date either in cash or by delivery of shares of Common Stock shall constitute an Event of Default for purposes of Section 5.1(b) hereof notwithstanding the Company's inability to comply with provisions of or satisfy any conditions set forth in this Section 14.1. Whenever in this Supplemental Indenture or the Indenture (including in the Form of NoteSections 2.2, Section 101 of this Supplemental Indenture3.1, and Sections 501(15.1(b) and 508 of the Indenture5.8) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, provided that for the purposes of Article Fifteen of the Indenture -------- ------- Fourteen such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control Repurchase Event (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or an integral multiples multiple of $1,000 in excess thereof1,000), on the date (the "Repurchase Date") that is 45 60 days after the date of the Company Notice (as defined in Section 60312.5) for cash at a purchase price equal to 100101% of the aggregate principal amount of such Notes in the event that the Repurchase Event is the event specified in clause (i) of the definition such term and 112% of the aggregate principal amount of such Notes to be repurchased in the event that the Repurchase Event is an event specified in clause (ii) or clause (iii) of the definition of such term (the "Repurchase Price"), plus interest accrued and unpaid to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) Note there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:Note

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding outstanding after such repurchase is equal to $1,000 or an integral multiples multiple of $1,000 in excess thereof1,000), on the date (the "Repurchase DateREPURCHASE DATE") that is 45 30 days after the date of the Company Notice (as defined in Section 60315.2) for cash at a purchase price equal to 100% of the principal amount of (the Notes to be repurchased "REPURCHASE PRICE"), plus interest accrued and unpaid to, but excluding, the Repurchase Date (including any unpaid interest Date; PROVIDED that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to if the Repurchase Date is on an Interest Payment Date, then the interest payable on such date shall be payable paid to the Holders Holder of such Notes, or one or more Predecessor Notes, registered as such record of the Note on the relevant next preceding Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control Repurchase Event (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof U.S.$1,000 (provided that no single Note -80- 81 may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding outstanding after such repurchase is equal to $1,000 U.S.$1,000 or integral multiples of $1,000 in excess thereofU.S.$1,000), on the date (the "Repurchase Date") that is 45 30 days after the date of the Company Notice (as defined in Section 60316.2) for cash at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued and unpaid interest to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, provided that installments of interest on Notes whose Stated Maturity is on or ------- prior to if the Repurchase Date is January 1 or July 1, then the interest payable on such date shall be payable paid to the Holders holder of such Notes, or one or more Predecessor Notes, registered as such record of the Note on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenturenext preceding December 15 or June 15, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Pricerespectively. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control Repurchase Event (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or an integral multiples multiple of $1,000 in excess thereof1,000), on the date (the "Repurchase Date") that is 45 60 days after the date of the Company Notice (as defined in Section 6038.2) for cash at a purchase price equal to 100101% of the aggregate principal amount of such Notes in the event that the Repurchase Event is the event specified in clause (i) of the definition such term and 112% of the aggregate principal amount of such Notes to be repurchased in the event that the Repurchase Event is an event specified in clause (ii) or clause (iii) of the definition of such term (the "Repurchase Price"), plus interest accrued and unpaid to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) Note there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture Note shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture Note when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control Repurchase Event (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof1,000), on the date (the "Repurchase Date") that is 45 30 days after the date of the Company Notice (as defined in Section 60316.2) for cash at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued and unpaid interest to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, PROVIDED that installments of interest on Notes whose Stated Maturity is on or ------- prior to if the Repurchase Date is March 15 or September 15, then the interest payable on such date shall be payable paid to the Holders holder of such Notes, or one or more Predecessor Notes, registered as such record of the Note on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenturenext preceding March 1 or September 1, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Pricerespectively. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 60213.2, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 60313.3) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued to, but excluding, to the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture3.7. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the IndentureIV, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 60213.2, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Supplemental Indenture or the Indenture (including in the Form of NoteSections 2.2, Section 101 of this Supplemental Indenture3.1 , and Sections 501(15.1(1) and 508 of the Indenture5.8) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- XII such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control Repurchase Event (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding outstanding after such repurchase is equal to $1,000 or an integral multiples multiple of $1,000 in excess thereof1,000), on the date (the "Repurchase Date") that is 45 60 days after the date of the Company Notice (as defined in Section 6038.2) for cash at a purchase price equal to 100101% of the aggregate principal amount of such Notes in the event that the Repurchase Event is a Change in Control (as hereinafter defined) and 112% of the aggregate principal amount of such Notes in the event that the Repurchase Event is the failure to be repurchased obtain the Stockholder Approval on or before February 28, 2000 (the "Repurchase Price"), plus interest accrued and unpaid to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) Note there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture Note shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture Note when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 6034.02) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased (the "Repurchase Price") plus interest interest, if any, accrued but unpaid to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price")Date; provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor NotesSecurities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 307 3.7 of the Indenture. Such right to require In the repurchase of event that the Repurchase Date is a date between a Regular Record Date and the corresponding Interest Payment Date, the Company shall pay interest on the Notes shall not continue after a discharge of the Company from its obligations with respect being repurchased to the Holder who surrenders such Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such dischargefor repurchase. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a referenceAny reference herein, in any context, to the principal of any Note as of any time, such reference shall be deemed to include a reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture hereof shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture such provision when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) Designated Event shall occur, then each Holder of Securities shall have the rightright (the "Repurchase Right"), at the such Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right Repurchase Right the Company shall repurchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), Securities on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 603) at a purchase price equal to 100% of the principal amount of the Notes securities to be repurchased plus accrued and unpaid interest accrued to, but excluding, to the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); providedPROVIDED, -------- howeverHOWEVER, that installments of interest on Notes Bearer Definitive Securities whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency outside the United States, except as otherwise provided in the form of Bearer Definitive Security set forth in Exhibit A hereto); and PROVIDED FURTHER, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable to the Holders of such NotesSecurities, or one or more Predecessor NotesSecurities, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price2.07. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control Repurchase Event (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Notes not theretofore called for redemptionNotes, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of U.S. $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding outstanding after such repurchase is equal to U.S. $1,000 or integral multiples of U.S. $1,000 in excess thereof1,000), on the date (the "Repurchase Date") that is 45 30 days after the date of the Company Notice (as defined in Section 60316.2) for cash at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued and unpaid interest to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); providedPROVIDED that if the Repurchase date is March 15 or September 15, -------- however, that installments of then the interest payable on Notes whose Stated Maturity is on or ------- prior such date shall be paid to the Repurchase Date shall be payable to holder of record of the Holders of such Notes, or one or more Predecessor Notes, registered as such Note on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenturenext preceding March 1 or September 1, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Pricerespectively. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder holder shall have the right, at the Holderholder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holderholder's Notes not theretofore called for redemptionSecurities, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof (provided that no single Note Security may be repurchased in part unless -------- the portion of the principal amount of such Note Security to be Outstanding outstanding after such repurchase is equal to $1,000 or an integral multiples multiple of $1,000 in excess thereof1,000), on the date (the "Repurchase Date") that is 45 30 days after the date of the Company Notice (as defined in Section 60316.2) for cash at a purchase price equal to 100% of the principal amount of (the Notes to be repurchased "Repurchase Price") plus interest accrued and unpaid interest to, but excluding, the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes whose Stated Maturity is on or ------- prior to the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase PriceDate. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that of a Change in Control (as hereinafter defined) shall occurof Control, then each Holder shall have the right, at the Holder's option, but subject to the provisions of Section 602, right to require the Company to repurchase, and upon the exercise of such right right, the Company shall repurchase, all of such Holder's Notes not theretofore called for redemptionDebentures, or any portion of the principal amount thereof that is equal to $1,000 or any an integral multiple of $1,000 in excess thereof U.S.$10,000 (provided that no single Note Debenture may be repurchased in part unless -------- the portion of the principal amount of such Note Debenture to be Outstanding after such repurchase is equal to $1,000 U.S.$10,000 or integral multiples of $1,000 U.S.$10,000 in excess thereof), on the date (the "Repurchase Date") that is 45 days after the date of the Company Notice (as defined in Section 60315.2) for cash in U.S. dollars at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus interest accrued to, but excluding, to the Repurchase Date (including any unpaid interest that has accrued during the Extension Period) (the "Repurchase Price"); provided, -------- however, that installments of interest on Notes Debentures whose Stated Maturity maturity is on or ------- prior to the Repurchase Date shall be payable to only upon presentation and surrender of Coupons for such interest (at an office or agency outside the Holders United States, except as otherwise provided in the form of such Notes, or one or more Predecessor Notes, registered as such on the relevant Record Date according to their terms and the provisions of Definitive Debenture set forth in Section 307 of the Indenture2.2(a)). Such right to require the repurchase of the Notes Debentures shall not continue after a discharge of the Company from its obligations with respect to the Notes Debentures in accordance with Article Four of the IndentureXIII, unless a Change in of Control shall have occurred prior to such discharge. At the option A "Change of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note as of any time, such reference Control" shall be deemed to include reference to have occurred at the Repurchase Price payable in respect time when persons other than the Existing Control Group shall have become the beneficial owner (within the meaning of such Note to Rule 13d-3 under the extent that such Repurchase Price is, was or would be so payable at such time, and express mention Exchange Act) of more than 50% of the Repurchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Price in those provisions of this Supplemental Indenture or Indenture when such express mention is not made; provided, however, that for the purposes of Article Fifteen aggregate Voting Stock of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.

Right to Require Repurchase. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder of Securities shall have the rightright (the "Repurchase Right"), at the such Holder's option, but subject to the provisions of Section 602, to require the Company to repurchase, and upon the exercise of such right Repurchase Right the Company shall repurchasepurchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided that no single Note may be repurchased in part unless -------- the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), Securities on the date (the "Repurchase Purchase Date") that is 45 days after the date of the Company Notice (as defined in Section 603) at a purchase price equal to 100% of the principal amount of the Notes Securities to be repurchased plus interest accrued to, but excluding, the Repurchase Date (including any and unpaid interest that has accrued during to the Extension Period) Purchase Date (the "Repurchase Purchase Price"); provided, -------- however, that installments of interest on Notes Securities whose Stated Maturity is on or ------- prior to the Repurchase Purchase Date shall be payable to the Holders of such NotesSecurities, or one or more Predecessor NotesSecurities, registered as such on the relevant Record Date according to their terms and the provisions of Section 307 of the Indenture. Such right to require the repurchase of the Notes shall not continue after a discharge of the Company from its obligations with respect to the Notes in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Company, the Repurchase Price may be paid in cash or, subject to the fulfillment by the Company of the conditions set forth Section 602, by delivery of shares of Common Stock having a fair market value equal to the Repurchase Price2.07. Whenever in this Supplemental Indenture or the Indenture (including in the Form of Note, Section 101 of this Supplemental Indenture, and Sections 501(1) and 508 of the Indenture) there is a reference, in any context, to the principal of any Note Security as of any time, such reference shall be deemed to include reference to the Repurchase Purchase Price payable in respect of such Note Security to the extent that such Repurchase Purchase Price is, was or would be so payable at such time, and express mention of reference to the Repurchase Purchase Price in any provision of this Supplemental Indenture shall not be construed as excluding the Repurchase Purchase Price in those provisions of this Supplemental Indenture or Indenture when where such express mention reference is not made; provided, however, that for the purposes of Article Fifteen of the Indenture -------- ------- such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash. Section 602 Conditions to the Company's Election to Pay the Repurchase Price in Common Stock. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 601 if and only if the following conditions shall have been satisfied:.